1. Issue: The main issue of this case is related to the all natural aspect of vegan leather being a contractual term Animal friendly Cobbler Supplies and Peter.
Rule: The best manner of defining a contract is an agreement which has legal validity in eyes of law where there are more than two parties and each party promises to do something. The contract terms result in liabilities and rights being provided to the contractual parties. When the contractual terms are not adhered to, the contract law raises liability for the breaching parties (Mau, 2010). The formation of contract requires the present of different elements include offer, acceptance, consideration, clarity, intent and capacity. However, before a contract is formed, negotiations are carried out, and are deemed as puffs. The puffs do not get the status of terms of contract as there is an absence of intent when the statements are made during this phase between the parties (Stone and Devenney, 2017).
When the statements are made before the formation of a contract, they are deemed as mere presentations, particularly when these are not expressed in a written manner in the contract (Blum, 2007). Birch v Paramount Estates Ltd (1856) 16 EG 396 is an important case in this context where it was held by the court that the verbal contracts had to be considered as the enforceable contract’s terms. However, it was held by the court that it is crucial to make certain that the parties fulfil their obligations, particularly the ones which have been envisioned. This makes the basic rules as providing the statements made before the contract formation, to be deemed as the contractual terms, where the parties have the intention of doing the same (Poole, 2016).
Heilbut, Symons & Co v Buckleton [1913] AC 30 is another interesting case, where it was held by the court that there has to be meeting of minds between the parties, to show the intention of parties, and this is based on the Latin proverb consensus ad idem. Based on this concept, the reason for going forward with the contract has to be the statement which had been made (Burrows, 2016). An earlier ruling given in Bannerman v. White (1861) 10 CBNS 844 also provides similar verdict. In this case, it was held by the court that the statement which had been made before contract formation needs to be of nature which can induce the contractual parties, which requires decision making, after the statement has been made, to concede the agreement (Latimer, 2012).
Application: In this case, the statement made by Mikela and Peter was one in verbal mode, which cannot be taken as a contract term, not only because of Birch v Paramount Estates Ltd, but also because the same came before the contract was made. The intentions of parties have to be considered in this case for the contract which had been formed as the requirement was for the vegan leather to be natural one, which was a key requirement. Mikela, on behalf of Animal friendly Cobbler Supplies had agreed to it, which is evidenced from their agreement to the same when Peter told them about the all natural vegan leather being the preference of his clients. In absence of this, Peter would not have entered in the contract. Thus, this case had the presence of consensus ad idem and of intention, making the statement as a contractual term.
Conclusion: Hence, the statement made here was a term of contract, for the vegan leather to have the quality of all natural.
2. Issue: The main issue of this case is related to the implied term between Samantha-Peter for the shoes to be made with vegan leather which was all natural, particularly having an absence of any kind of synthetic material being present.
Rule: Under the common law, the contractual terms can be express or implied. A term which is clearly stated in the contract is deemed as express terms. And implied terms are such which are conceded between the parties in an obvious manner, and when the same have been properly brought before the attention of the parties during the negotiation phase of the contract (Abbott, Pendlebury and Wardman, 2007). Upon such occurrence, the views of a prudent bystander have to be considered as had been provided through Shirlaw v Southern Foundries [1939] 2 KB 206. In this test, the test had been given which provides that the term is taken as implied term where a prudent individual would deem the statement as being a very obvious one as having been expressed (Marson and Ferris, 2015).
Another helpful test in such cases is the business efficacy test as had been given under Moorcock (1889) 14 PD 64. This case saw the specific terms to be deemed as implied term, where it is crucial to make certain that the business operates in an effective manner. This was also seen in Trollope and Colls Limited v North West Metropolitan Regional Hospital Board [1973] 1 WLR 601, where the court held that the implied term had to operate on the intentions of the parties. Where this intention was not present, a contract cannot go forward. It is also important that the implied terms had been a common business practice (Macdonald and Atkins, 2014).
Application: Applying the rules, it becomes very clear in this case that the all naturalness of the vegan leather was an important part of Peter’s business as the same was used as a means of attracting the clients. Hence, this became an implied term to use all natural vegan leather for Peter based on Shirlaw v Southern Foundries. Applying the Moorcock based business efficacy test, by using all natural vegan leather, the business of Peter would have been successful. Hence, these cases dictate that the all natural vegan leather was a common parlance of trade which made it an implied term in the contract formed between Samantha-Peter.
Conclusion: Hence, the vegan leather to be all natural without the use of synthetic material had to be taken as the contract’s implied term.
3. Issue: The main issue of this case is related to the colour of sneaker soles being condition or warranty.
Rule: A condition in a contract is such a term without which, the contract cannot continue and is a crucial part of the contract. The conditions are the foundation in a contract with which the contract is held in a proper manner. Where the condition covered in the contract is not fulfilled, the contract comes to an end (Elliot, 2011). Poussard v Spiers and Pond [1876] 1 QBD 410 is a crucial case in this regard where the plaintiff had made a promise of performing in the opera for the defendant. As the plaintiff could not perform at the opera as she fell sick, the defendant had to hire another singer. The plaintiff made a case against the defendant due to this but the court held that the defendant had not contravened the contract, as singing in the opera was a condition of contract (Gibson and Fraser, 2014).
Warranty is another important aspect in contracts, but is not as important as condition. This means that the breach of warranty does not result in the end of a contract, as had been covered in Wills v Amber [1954] 1 Lloyd’s Rep 253 (Law Teacher, 2017).
Application: The condition in this case was the sneaker being white in colour, but the sneaker’s sole being white in colour was merely a warranty, as the same does not render the contract useless. Thus, based on the case laws given above, the colour of sneaker has to be deemed as warranty.
Conclusion: Hence, the colour of sneaker shoes is deemed as warranty of contract.
4. Issue: The main issue of this case is related to the liability on Peter for the difference in sole colour as a result of exclusion clause being present.
Rule: Amongst the different terms of the contract is the exclusion clause through which a contracting party is able to limit the liabilities resulting from certain occurrences, like for the breach of contract. However, the exclusion clause needs to be valid for the same to happen and this happens when the exclusion clause is properly inserted into the contract and when the same is brought to the attention of the other party, against which the same has been inserted (Lambiris and Griffin, 2016). As the exclusion clause was not brought to the attention of the parties, Chapelton v Barry UDC (1940) 1 KB 532 saw the exclusion clause being deemed as invalid (French, Mayson and Ryan, 2014). When a warranty is breached, the parties have the right of claiming damages.
Application: As has already been shown that the warranty had been breached by Peter, making him liable to pay damages. The exclusion clause was properly brought to the notice of the parties as the same was prominently displayed at his shop, next to the counter where the customers were served. This means that the exclusion clause would be valid, making Peter save from liability for breach of warranty.
Conclusion: Hence, the validity of the exclusion clause would save Peter from liabilities for the breach of warranty.
References
Abbott, K., Pendlebury, N., and Wardman, K. (2007) Business Law. 8th ed. London: Thomson.
Blum, B.A. (2007) Contracts: Examples & Explanations. 4th ed. New York: Aspen Publishers.
Burrows, A. (2016) A Casebook on Contract. 5th ed. Portland, OR: Bloomsbury Publishing.
Elliot, C. (2011) Contract Law. 8th ed. London: Pearson.
French, D, Mayson, S, and Ryan, C (2014) Mayson, French & Ryan on Company Law. 31st ed. Oxford: Oxford University Press.
Gibson, A., and Fraser, D. (2014) Business Law 2014. 8th ed. Melbourne: Pearson Education Australia.
Lambiris, M., and Griffin, L. (2016) First Principles of Business Law 2016. Sydney: CCH.
Latimer, P. (2012) Australian Business Law 2012. 31st ed. Sydney, NSW: CCH Australia Limited.
Law Teacher. (2017) Classification of Conditions or Warranties. [Online] Law Teacher. Available from: https://www.lawteacher.net/free-law-essays/contract-law/classification-of-conditions-or-warranties-contract-law-essay.php [Accessed on: 04/12/17]
Marson, J., and Ferris, K. (2015) Business Law. 4th ed. Oxford: Oxford University Press.
Mau, S.D. (2010) Contract Law in Hong Kong: An Introductory Guide. Hong Kong: Hong Kong University Press.
Poole, J. (2016) Textbook on Contract Law. 13th ed. Oxford: Oxford University Press.
Stone, R., and Devenney, J. (2017) The Modern Law of Contract. 12th ed. Oxon: Routledge.
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